April 8, 2005
Zip+4 Code:  20549-0305

Via Fax & U.S. Mail

Mr. Robert W. Zoller
Chief Executive Officer and President
Kitty Hawk, Inc.
1515 West 20th Street
P.O. Box 612787
DFW International Airport, Texas 75261

RE:	Kitty Hawk, Inc. (the "Company")
	Form 10-K for the year ended December 31, 2004
	File No. 0-14275

Dear Mr. Zoller:

Based upon an examination restricted solely to considerations of
the
Financial Statements, Management`s Discussion and Analysis, and
Selected Financial Data, the staff has the following comments on
the
above-referenced document.  We think you should revise all future
filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
response.  In some of our comments, we may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Please respond to confirm that such comments will be complied
with,
or, if certain of the comments are deemed inappropriate by the
Company, advise the staff of the reason thereof.

Pursuant to Rule 101(a)(3) of Regulation S-T, your response should
be
submitted in electronic form, under the label "corresp" with a
copy
to the staff.  Please respond to these comments within fifteen
(15)
business days.



Form 10-K for the year-ended 12/31/2004

Item 1. Business

Aircraft Fleet

Owned Aircraft, page 7

1. We note that based upon your company`s current fleet
composition
plan, you have determined that it is uneconomical to perform the
heavy maintenance required to place seven of the company`s owned
aircraft back into revenue service.  As these aircraft are no
longer
in revenue service, and it does not appear that these aircraft are
classified as held-for-sale, please describe to us their intended
use.  Also, in your response, please tell us:
* Whether these aircraft have already been fully depreciated.
* Whether you have evaluated these aircraft for impairment in
accordance with SFAS No. 144 and the results of your impairment
analysis.

Boeing 737-300SF Cargo Aircraft Leases, page 8

2. We note that on May 4, 2004, your company entered into leases
for
seven Boeing 737-300SF aircraft, which you intend to recognize as
operating leases.  Paragraph 7c of SFAS No. 13 indicates that a
lease
should be recorded as a capital lease if the lease term is equal
to
75 percent or more of the estimated economic life of the leased
property.  As each of these aircraft has been leased for a 10 year
term, which appears to be longer than the period over which your
company has historically depreciated its owned aircraft, per your
significant accounting policy disclosures, please tell us why
these
leases have been classified as operating leases.

Item 5. Market for Registrant`s common Equity and Related
Stockholder
Matters, page 16

3. We note the disclosure on page 16 indicating that the Company`s
ability to pay dividends is restricted under the terms of its
Credit
Facility. Please revise the notes to the Company`s financial
statements to disclose the nature and terms of the dividend
restrictions imposed by the Company`s Credit Facility. Refer to
the
requirements of Rule 4-08(e) of Regulation S-X.

Item 6. Selected Financial Data, page 17

4. Please revise future filings to eliminate the column presenting
combined predecessor and successor financial data for the year
ended
December 31, 2002. The presentation of combined data for this
period
is not considered appropriate due to the change in basis that
resulted from the adoption of fresh-start accounting upon
emergence
from bankruptcy.

Item 7.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Critical Accounting Policies and Estimates, page 26

5. We note that in the business section of your document, you
state
that your company offers discount programs to your customers based
upon the volume of freight shipped in the company`s network and
the
timely payment of invoices.  Please tell us and expand upon your
disclosures in the "Critical Accounting Policies and Estimates"
and
"Summary of Significant Accounting Policies" sections of your
document to discuss in further detail the significant terms of the
discount arrangements and how your company accounts for these
discounts.  Within your response, please tell us whether reserves
for
these discounts are established at the point in time when revenue
is
recognized, or whether alternative methods are used to estimate
these
sales discounts.

Other (Income) Expense, page 38

6. You state that the company`s 2003 other income included the
recovery of retroactive adjustments on a workers compensation
policy.
Please explain in further detail the nature and amounts of the
"retroactive adjustments" recognized as other income / expense and
explain why this adjustment has not been classified as a component
of
operating income.

Contractual Obligations, page 44

7. Please reconcile your debt, non-aircraft operating lease and
aircraft operating lease and use agreement commitments reflected
in
the table on page 44 with the contractual commitment disclosures
provided in Notes 7, 9 and 10 to your audited financial
statements.

Item 8.   Financial Statements and Supplementary Data

Consolidated Balance Sheets, page F-3

8. We note that your company`s 2004 balance sheet includes "other
accrued expenses" of $8.0 million, which represents approximately
57%
of the company`s total current liabilities.  Please revise to
separately disclose any items that exceed 5% of total current
liabilities in accordance with Rule 5-02 (20) of Regulation S-X.

Consolidated Statements of Operations, page F-4

9. We note that your company has recognized a gain or loss on the
disposal of property and equipment for each of the last three
fiscal
years.  These gains and losses are currently classified as "other,
net" in the non-operating section of your Statement of Operations.
Paragraph 45 of SFAS No. 144 indicates that if a subtotal such as
"Income from Operations" is presented in an entity`s Statement of
Operations, it shall include the amounts of gains and losses from
the
sales of long-lived assets that are not a component of the entity.
Please revise your presentation in future filings accordingly.

2. Summary of Significant Accounting Policies

Property and Equipment, page F9

10. We note the disclosure indicating that the Company determined
at
the end of 2004 that it will not perform heavy maintenance on
Pratt
Whitney JT8D-9A aircraft for which maintenance reserves had been
established as it believes the Company has sufficient Pratt
Whitney
JT8D-9A aircraft engines in serviceable condition and available
for
revenue service to support its fleet composition plans. We also
note
that the Company does not plan to perform heavy maintenance on the
remaining Boeing 727-200 airframe for which a maintenance reserve
exists. As a result of these factors, we note that the Company
reversed maintenance reserves associated with these aircraft
aggregating approximately $4.7 million as of December 31, 2004.
Please tell us in further detail the period or periods in which
the
maintenance reserves associated with the Pratt Whitney JT8D-9A
aircraft and the Boeing 727-200 airframe were originally
established
and why their recognition at that time was appropriate.
Additionally,
please explain why you believe the reversal of these reserves
during
2004, represents a "change in estimate" rather than the correction
of
an error that should be accounted for pursuant to paragraph 36 of
APB
20. Your response should explain in detail the specific nature and
timing of the events or circumstances that resulted in these
maintenance reserves no longer being required. Note that we do not
believe the timing of management`s review of these reserves should
serve as the basis for when the reversals were or should have been
made if the changes in circumstances warranting the reversals
occurred prior to management`s review.

11. In addition, we note from the discussion on page 27 of MD&A,
that
you review future maintenance reserve accrual rates on at least an
annual basis. Please explain why these reserve rates are not
reviewed
and analyzed on a more frequent basis and at least on a quarterly
basis. If you do not believe more frequent analysis is required,
please explain why. We may have further comment upon receipt of
your
response.

Earnings Per Share, page F-11

12. Please disclose the number of options that would potentially
dilute the Company`s basic earnings per share in future periods,
but
were not included in the computation of the Company`s diluted
earnings per share computations for each period presented because
their impact was anti-dilutive.  Refer to the requirements of
paragraph 40(c) of SFAS 128.

Stock Options, page F-11

13. In your future filings, please disclose the weighted-average
grant date fair value of options granted during the year, as
required
by paragraph 47(b) of SFAS No. 123.  If the exercise prices of
some
options differ from the market price of the stock on the grant
date,
weighted-average exercise prices and weighted-average fair values
should be disclosed separately for options whose exercise price
(1)
equals, (2) exceeds, or (3) is less than the market price of the
stock on the grant date.

Note 8. Income Taxes, page F-22

14. We note the disclosure indicating that deferred tax asset
valuation allowances have been established at December 31, 2004
and
2003, for the full amount of the Company`s net deferred tax assets
at
these dates. As the Company generated positive pre-tax earnings
during both the years ended December 31, 2004 and 2003, please
explain in further detail why management believes it is more
likely
than not that its deferred tax assets will not be realized and
that a
valuation allowance is therefore required for the full amount of
the
Company`s net deferred tax assets.

10.  Non-Aircraft Commitments and Contingencies, page F-25

15. We note that you have disclosed that the minimum rental costs
for
Company`s facilities and equipment beyond 2009 are $23,350,000.
We
note that you have separately disclosed that in 1999, your company
entered into twenty-five year lease agreements for its scheduled
freight operations hub in Fort Wayne, Indiana and for its ramp
space
with the Fort Wayne-Allen County Airport Authority.  As the
financial
obligation beyond 2009 for these two leases appears to exceed the
amount disclosed in the table of future minimum rental costs
included
in the notes to your financial statements, please explain how the
minimum rental costs disclosed in your table were calculated, or
revise your table as necessary.

16.  Business Segment Data, page F-29

16. We note that there have been significant changes in the asset
balances allocated to each of the company`s individual segments,
when
comparing the balances at December 31, 2004 and 2003, although
there
is not a significant fluctuation in the company`s total asset
balance.  As the measure of assets included in your operating
segments should be reflective of the information reported to the
chief operating decision maker for purposes of making decisions
about
allocating resources to the segments and assessing their
performance,
please tell us what factors have driven the significant changes in
the amount of assets allocated to each segment.  Please include in
your response a discussion of any significant changes in the
composition of the company`s assets, any changes in the method of
allocation of assets between segments, and any changes to how your
segment resources are evaluated.

Other

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.



You may contact Jeffrey Sears at (202) 824-5646 if you have
questions
regarding comments on the financial statements and related
matters.
Please contact the undersigned at (202) 942-1936 with any other
questions.


								Sincerely,


								Linda Cvrkel
								Branch Chief


Via facsimile:  Randy S. Leiser, CFO

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Mr. Robert W. Zoller
Kitty Hawk, Inc.
April 8, 2005
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